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REV: 07-15-2021 SK <br />understanding between the Parties relating to the subject matter of it. Neither this <br />Agreement nor any of its provisions may be amended, modified, waived or discharged <br />except in a writing signed by both Parties. <br />35. PARAGRAPH HEADINGS. Paragraph headings and sub-Paragraph <br />headings as used herein are for convenience only and will not be deemed to alter or <br />modify the provisions of the Paragraphs or sub-Paragraphs headed thereby. <br />36. SEVERABILITY. If any provision of this Agreement is held invalid, the <br />remainder of the Agreement shall not be affected thereby and all other parts of this <br />Agreement shall nevertheless be in full force and effect. <br />37. WAIVER. City’s failure to act with respect to a breach by Subrecipient does not <br />waive its right to act with respect to subsequent or similar breaches. The failure of City to <br />exercise or enforce any right or provision shall not constitute a waiver of such right or <br />provision. <br />38. CLOSE-OUTS. Subrecipient’s obligation to City shall not end until all close-out <br />requirements are completed. Activities during this close-out period shall include, but are <br />not limited to: making final payments, disposing of program assets (including the return <br />of all unused materials, equipment, unspent cash advances, program income balances, <br />and accounts receivable to City), and determining the custodianship of records. <br />Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during <br />any period that Subrecipient has control over CDBG funds, including program income. <br />39. ELECTRONIC SIGNATURES. If all Parties agree, electronic signatures <br />may be used in place of original signatures on this Agreement. Each Party intends to be <br />bound by the signatures on the electronic document, is aware that the other Parties will <br />rely on the electronic signatures, and hereby waives any defenses to the enforcement of <br />the terms of this Agreement based on the use of an electronic signature. After all Parties <br />agree to the use of electronic signatures, all Parties must sign the document <br />electronically. <br />ATTY/AGR.2021.175/Starvista (Page 17 of 20)